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Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Purchase Price Adjustment Escrow Amount means $500,000.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;
Adjustment Escrow Amount means $1,000,000.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Anticipated Closing Date shall have the meaning set forth in Section 1.6(a).
Closing Statement has the meaning set forth in Section 2.5(a).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

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